Means For Effectuating the Transactions Sample Clauses

Means For Effectuating the Transactions. To implement the Exchange Offer, Callon proposes, on the terms and conditions set forth herein, to consummate (to the extent this Agreement has not been terminated) an offer to exchange and consent solicitation pursuant to the form of Offer to Exchange (“Offer to Exchange”) attached hereto as Exhibit A. The form of Indenture for the New Notes (“New Indenture”) is attached hereto as Exhibit B. The form of Intercreditor Agreement is attached hereto as Exhibit C. The form of Certificate of Designation for the Preferred Shares is attached hereto as Exhibit D. Section 2.
Sample 1
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Means For Effectuating the Transactions. To implement the Consent Solicitation, Callon proposes, on the terms and conditions set forth herein, to consummate (to the extent this Agreement has not been terminated) the Consent Solicitation. A form of consent and disclosure document and Letter of Consent for the Consent Solicitation (“Consent Document”) is attached as Exhibit A. The form of Supplemental Indenture (“Supplemental Indenture”) to the Notes Indenture (as defined below) is attached as Exhibit B.
Sample 1
Means For Effectuating the Transactions. To implement the Transactions, the Xxxxxx Parties and the ACG Parties propose, on the terms and conditions set forth herein and pursuant to the terms and conditions of the Term Sheet, to consummate (to the extent this Agreement has not been terminated) the Transactions through the ACG Exchange Offer, Xxxxxx Second Lien Exchange Offer, Xxxxxx Senior Exchange Offer and Xxxxxx Subordinated Exchange Offer (each as defined in the Term Sheet and, together, the “Exchange Offers”) and through the ACG Second Lien Consent Solicitation, Xxxxxx Second Lien Consent Solicitation, Xxxxxx Senior Consent Solicitation, and Xxxxxx Subordinated Consent Solicitation (as each is defined in the Term Sheet and, together, the “Consent Solicitations”). The Consenting Noteholders hereby acknowledge that the decision whether to enter into any definitive agreement relating to the Proposed Merger (the “Agreement and Plan of Merger”) and to consummate the Proposed Merger shall be made solely by Companies in their discretion, and that the Companies shall be under no obligation to the Consenting Noteholders to enter into any such documents or to consummate the Proposed Merger.
Sample 1
Means For Effectuating the Transactions. To implement the Consent Solicitation, the ACG Parties propose, on the terms and conditions set forth herein and pursuant to the terms and conditions of the Term Sheet, to consummate (to the extent this Agreement has not been terminated) the transactions set forth on the Term Sheet through the Consent Solicitation.
Sample 1

Related to Means For Effectuating the Transactions

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • Consummation of Agreement Buyer shall use its reasonable efforts to satisfy all conditions to the Closing that are within its control to the end that the transaction contemplated by this Agreement shall be fully carried out.

  • Conditions Precedent to the Effective Date The occurrence of the Effective Date pursuant to Section 13.10 is subject to the satisfaction of the following conditions:

  • Conditions Precedent to the Effectiveness of this Agreement The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:

  • Conditions Precedent to Consummation of the Distribution Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions:

  • Relationship Among the Parties Consultant acknowledges that it is not an officer, director or agent of the Company, it is not, and will not, be responsible for any management decisions on behalf of the Company, and may not commit the Company to any action. The Company represents that the consultant does not have, through stock ownership or otherwise, the power neither to control the Company, nor to exercise any dominating influences over its management. Consultant understands and acknowledges that this Agreement shall not create or imply any agency relationship among the parties, and Consultant will not commit the Company in any manner except when a commitment has been specifically authorized in writing by the Company. The Company and the Consultant agree that the relationship among the parties shall be that of independent contractor.

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Company to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet If requested by the Representatives, the Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement, to the Representatives an “electronic Prospectus” to be used by the Underwriters in connection with the offering and sale of the Offered Shares. As used herein, the term “electronic Prospectus” means a form of Time of Sale Prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representatives, that may be transmitted electronically by the Representatives and the other Underwriters to offerees and purchasers of the Offered Shares; (ii) it shall disclose the same information as the paper Time of Sale Prospectus, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic Prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representatives, that will allow investors to store and have continuously ready access to the Time of Sale Prospectus at any future time, without charge to investors (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in the Prospectus filed pursuant to XXXXX or otherwise with the Commission and in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Time of Sale Prospectus.

  • Authorization Purchase and Sale Terms of the Sponsor Warrants A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

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